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STATE OF CONNECTICUT PURCHASE OF SERVICE CONTRACT

(“POS”, “Contract” and/or “contract”) Revised December 2009

The State of Connecticut OFFICE OF EARLY CHILDHOOD

Street: 165 CAPITOL AVENUE

City: HARTFORD State: CT Zip: 06106

Tel#: (860) 713-6410 (“Agency” and/or “Department”), hereby enters into a Contract with:

Contractor’s Name: DAY KIMBALL HEALTHCARE, INC.

Street: 320 POMFRET STREET

City: PUTNAM State: CT Zip: 06260

Tel#: (860) 928-6541 FEIN/SS#:

(“Contractor”), for the provision of services outlined in Part I and for the compliance with Part II. The Agency and the Contractor shall collectively be referred to as “Parties”. The Contractor shall comply with the terms and conditions set forth in this Contract as follows:

Contract Term This Contract is in effect from 01/01/2015 through 06/30/2020.

Statutory Authority

The Agency is authorized to enter into this Contract pursuant to P.A. 14-39 and §4-8 and 17b-751b of the Connecticut General Statutes (“C.G.S.”).

Set-Aside Status Contractor IS or IS NOT a set aside Contractor pursuant to C.G.S. § 4a-60g.

Effective Date This Contract shall become effective only as of the date of signature by the Agency’s authorized official(s) and, where applicable, the date of approval by the Office of the Attorney General (“OAG”). Upon such execution, this Contract shall be deemed effective for the entire term specified above.

Contract Amendment

Part I of this Contract may be amended only be means of a written instrument signed by the Agency, the Contractor, and, if required, the OAG. Part II of this Contract may be amended only in consultation with, and with the approval of, the OAG and the State of Connecticut, Office of Policy and Management (“OPM”).

All notices, demands, requests, consents, approvals or other communications required or permitted to be given or which are given with respect to this Contract (collectively called “Notices”) shall be deemed to have been effected at such time as the Notice is hand-delivered, placed in the U.S. mail, first class and postage prepaid, return receipt requested, or placed with a recognized, overnight express delivery service that provides for a return receipt. All such Notices shall be in writing and shall be addressed as follows:

If to the Agency:

STATE OF CONNECTICUT OFFICE OF EARLY CHILDHOOD FAMILY SUPPORT SERVICES 165 CAPITOL AVENUE HARTFORD, CT 06106

Attention: Karen Foley-Schain

If to the Contractor:

DAY KIMBALL HEALTHCARE, INC. 320 POMFRET STREET PUTNAM, CT 06260

Attention: Christine Collins

A party may modify the addressee or address for Notices by providing fourteen (14) days’ prior written Notice to the other party. No formal amendment is required.

____ Original Contract Number: 15OEC8301GW/116DKH-CTF-04 ____ Amendment Number: ______ Maximum Contract Value: $1,124,524.50 Contractor Contact Person: Christine Collins Tel: (860) 928-8260 OEC Contact - Contract: Linda Harris Tel: (860) 713-7009 Program: Luz Rivera Tel: (860) 713-5812

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TABLE OF CONTENTS

Part I Scope of Services, Contract Performance, Budget,

Reports, Program-Specific and Agency-Specific Sections

Part II Terms and Conditions

A. Definitions

1. Bid 2. Breach 3. Cancellation 4. Claims 5. Client 6. Contract 7. Contractor Parties 8. Data 9. Day 10. Expiration 11. Force Majeure 12. Records 13. Services 14. State 15. Termination

B. Client-Related Safeguards

1. Inspection of Work Performed 2. Safeguarding Client Information 3. Reporting of Client Abuse or Neglect 4. Background Checks

C. Contractor Obligations

1. Cost Standards 2. Credits and Rights in Data 3. Organizational Information, Conflict of

Interest, IRS Form 990 4. Federal Funds 5. Audit Requirements 6. Related Party Transactions 7. Suspension or Debarment 8. Liaison 9. Subcontracts 10. Independent Capacity of Contractor 11. Indemnification 12. Insurance 13. Choice of Law/Choice of Forum;

Settlement of Disputes; Claims Against the State

C. Contractor Obligations cont. 14. Compliance with Law and Policy,

Facilities Standards and Licensing 15. Representations and Warranties 16. Reports 17. Delinquent Reports 18. Record Keeping and Access 19. Encryption of Data 20. Workforce Analysis 21. Litigation 22. Sovereign Immunity

D. Changes To The Contract, Termination,

Cancellation and Expiration 1. Contract Amendment 2. Contractor Changes and Assignment 3. Breach 4. Non-enforcement Not to Constitute

Waiver 5. Suspension 6. Ending the Contractual Relationship 7. Transition after Termination or

Expiration of Contract E. Statutory and Regulatory Compliance

1. Health Insurance Portability and Accountability Act of 1996

2. Americans with Disabilities Act 3. Utilization of Minority Business

Enterprises 4. Priority Hiring 5. Non-discrimination 6. Freedom of Information 7. Whistleblowing 8. Campaign Contribution Restrictions 9. Non-smoking 10. Executive Orders

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PART I. SCOPE OF SERVICES, CONTRACT PERFORMANCE, BUDGET, REPORTS, PROGRAM-SPECIFIC AND AGENCY-SPECIFIC SECTIONS The Contractor shall provide the following specific services for the NURTURING FAMILIES NETWORK (NFN) and shall comply with the terms and conditions set forth in this Contract as required by the Agency, including but not limited to the requirements and measurements for scope of services, Contract performance, quality assurance, reports, terms of payment and budget. No sections in this Part I shall be interpreted to negate, supersede or contradict any section of Part II. In the event of any such inconsistency between Part I and Part II, the sections of Part II shall control.

A. DESCRIPTION OF SERVICES

1. NFN Services

a. The NFN Program (the “Program”) provides a system of continuous care to promote positive parenting and

reduce the incidence of child abuse and neglect. The mission of the Program is to work in partnership with first-time parents facing the challenges of parenthood by enhancing their strengths, providing education, and creating community connections. The Program has three primary components – Nurturing Connections, Nurturing Parenting Groups, and Intensive Home Visiting. Nurturing Connections conducts universal screening of all pregnant and first-time parents. Parents determined to be at lower risk of being abusive or neglectful are contacted by telephone and offered support, educational materials, and referral information to other community services. High-risk families are enrolled in Intensive Home Visiting, which provides weekly home visitation and case management services. Nurturing Parenting Groups are community-based parenting education and support groups for families at various risk levels.

b. Program clients are defined as first-time parents and their children. Program services begin prenatally

whenever possible or in the hospital at the time of the child’s birth.

c. Until expiration or termination of this contract, the Contractor shall provide ongoing contact and support to Clients through Nurturing Connections for a minimum of three months after the client’s first child is born, and through Intensive Home Visiting until the client’s first-born child is five years old.

d. Throughout the term of this contract, the Contractor shall operate the Nurturing Connections and Intensive Home Visiting, and Nurturing Parenting Group components of the Program in the geographic area served by the Contractor.

e. The Contractor shall provide the following activities to support the Program and adhere to the following terms and conditions:

i. Provide a comprehensive risk assessment of all first-time parents, identify families that would benefit

most from the Program, and provide and coordinate support services including but not limited to community-based home visiting intervention services, counseling, child care; primary health care services, and follow-up support services until the first-born child attains the age of five.

ii. Screen families who present for services in the geographic area served by the Contractor to ensure

capacity of program components.

iii. Use the Revised Early Identification (REID) tool to screen all families referred to the area by a source other than the Contractor.

iv. Actively participate in the NFN Program collaborative network and attend meetings as required by the

Department.

v. Enter into a Memorandum of Understanding with all the birthing hospitals and other NFN providers in Connecticut to participate in a referral network.

vi. Complete all pre-service and in-service training as required by the Department.

vii. Purchase all training curriculum and materials as required by the Department.

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viii. Maintain caseload limits of no more than 25 families per home visitor at any given time. Full-time home visitors shall schedule and conduct a minimum of 12-15 home visits per week or 48-60 home visits per month.

B. CLIENT-BASED OUTCOMES AND MEASURES

The Contractor shall implement the services, programs and conditions described herein to assure the following outcomes on behalf of participants. The Department will monitor progress towards achieving outcome results. Outcomes shall be measured through the programmatic and statistical reports provided by the Contractor and submitted to the Department.

1. NFN Program Outcomes and Measures a. Outcome 1: Clients show positive change.

Measure 1: Clients’ scores will increase at least 5% after one year of Program participation, as measured on the Community Life Skills Scale. Measure 2: Clients’ scores will decrease at least 5% after one year of Program participation, as measured on the Child Abuse Potential Inventory- Rigidity Subscale. Measure 3: At least 50% of Clients’ average scores decrease at least 5% after 6 months of Program participation, as measured on the Child Abuse Potential Inventory-Rigidity Subscale.

b. Outcome 2: Clients make changes in rates of employment.

Measure 1: Clients’ employment rates increase at least 50% after one year of Program participation. C. REPORTING. The Contractor will submit all required reports to the Agency’s Program representative(s) located at

Office of Early Childhood, Family Support Services Division, 165 Capitol Avenue, Hartford, CT 06106.

1. Programmatic/Statistical Reporting a. The Contractor shall submit Program Status Reports for the NFN Program in a format agreed upon by the

Contractor and the Agency, no later than 30 calendar days following the end of each quarter during the contract period. The final report shall be submitted no later than 60 days following the end of the entire contract period.

b. Additional Program-Specific Reporting Requirements.

i. The Contractor shall provide all requested information and documentation to the Agency’s Evaluation Consultant in accordance with a time schedule provided by the Agency. The Contractor agrees that program participants will be assigned a number and that number, without any identifying participant information, will be provided to the Agency’s Evaluation Consultant. The Agency’s Evaluation Consultant shall evaluate all Nurturing Families Network programs.

2. Financial Reporting

a. The Contractor will submit to the Agency fiscal reports on forms provided by the Agency on or before May 30

for the period January 1 through April 30; September 30 for the period January 1 through August 31; and March 31 for the period January 1 through December 31 of each year during the contract period. The final report for the period January 1, 2020 through June 30, 2020 shall be due August 31, 2020.

b. The Contractor shall demonstrate a concerted effort to seek third party reimbursement as applicable as

documented in the fiscal reports. c. Interest: Any interest earned by the Contractor as a result of payments authorized by the Agency shall be

reported to the Agency by the Contractor on the next Financial Report submitted after that interest income is earned. The Contractor agrees to follow the Agency’s direction as to the disposition of such interest income.

D. PROGRAM ADMINISTRATION

1. General Program Administration and Quality Assurance

a. The Contractor’s administrative office is located at 320 Pomfret Street, Putnam, CT 06260.

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b. The Contractor will convene a full meeting of its Board of Directors in accordance with its bylaws during the contract period.

c. The Contractor’s Board of Directors agrees to conduct an annual Program self-assessment by monitoring the Program services provided under this contract to assess goals, progress, and effectiveness and will make a report with recommendations to the Contractor’s administrative and program staff. The Program evaluation report will be made available to the Agency's Program representative at the time of the annual Agency on-site review.

d. The Contractor agrees to participate in any evaluation program as constructed and/or endorsed by the Agency.

e. Clients will participate in a Program evaluation process by completing a client satisfaction survey as provided by the Contractor. A summary of these surveys will be included in the Program evaluation report described herein.

f. The Contractor agrees to develop and maintain policies relative to personnel. Said personnel policies shall be maintained at the Contractor’s location in the Contractor’s files and be made available to the Agency as requested by the Agency, its representatives and its agents. The Contractor further agrees to submit a copy of its personnel policies to the Agency, if requested, within 10 days of receipt of such request.

g. The Contractor shall submit resumes for all program staff including new hires to the Agency’s designated representative located at Office of Early Childhood, Family Support Services Division, 165 Capitol Avenue, Hartford, CT 06106.

h. The Contractor shall follow the work plan for each Program including timetable and staffing plan as approved by the Agency.

i. The Contractor agrees to comply with any and all applicable regulations adopted by the Agency or other

Agencies pursuant to the services provided under this contract and, as applicable, require that all pertinent subcontractors comply as well.

j. The performance of the Contractor and its subcontractors shall be reviewed and evaluated at least annually by Agency staff. Such reviews and evaluations may be performed by examination of client records, service logs, other documents and reports, and a meeting(s) with Contractor staff and/or clients and Board members. Site visits will be conducted at funded facilities and program sites administered by the Contractor

k. Transport of Clients: In the event that the Contractor or any of its employees or subcontractors shall, for any reason, transport a client, the Contractor hereby agrees to the following:

i. The Contractor shall require that its employees, subcontracted transportation providers, drivers, and

vehicles meet licensure or certification requirements established by the State of Connecticut Department of Transportation (DOT) and the State of Connecticut Department of Motor Vehicles (DMV) that transport, or have the potential to transport, clients; and

ii. All vehicles utilized shall be appropriately licensed, certified, permitted, and insured

2. NFN Program-Specific Terms a. Throughout the term of this contract, the Contractor and/or its subcontractors will staff the NFN Program

with the following positions:

i. 0.15 FTE (6 hr/wk) Program Manager, 100% funded ii. 1.0 FTE (40 hr/wk) Home Visitor 100% funded iii. 0.875 FTE (35 hr/wk) Home Visitor, 100% funded iv. 1.0 FTE (40 hr/wk) NFN Clinical Supervisor, 100% funded v. 0.25 FTE (10 hr/wk ) Adult Group Co-Facilitator, 100 % funded vi. 0.25 FTE ( 10 hr/wk) Children’s Group Facilitator, 100% funded vii. 0.625 FTE (25 hr/wk) NC/Group Coordinator, 100% funded

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b. The Contractor shall provide NFN Program services at the following location during the standard hours of operation listed: Day Kimball Healthcare, Inc., 320 Pomfret Street, Putnam CT, 06260 8:00 am-5:00 pm Monday-Friday

c. The Contractor shall seek prior approval from the Agency before making any changes to the service

components of the NFN Program, namely, Intensive Home Visiting, Nurturing Parenting Group, and Nurturing Connections.

d. The Contractor agrees to administer the NFN Program services in accordance with the current version of the Agency’s “The Nurturing Families Network Policy and Practice Manual” as amended from time to time. The Agency shall post the most current version of the Manual online at http://www.ct.gov/ctf/lib/ctf/publications/final_policy.pdf .

e. The Contractor agrees to follow the policies and procedures recommended by the Continuous Quality Improvement (CQI) Team and approved by the Agency.

f. The Contractor agrees to serve on the CQI Team if elected to the delegation representing the Contractor's service area.

g. The performance of the Contractor will be reviewed and evaluated at least annually by comparing its outcomes with the statewide aggregate outcomes on all evaluation measures. The statewide aggregate outcomes shall serve as the minimum performance standard for this purpose. Site visits will be conducted at funded facilities and program sites administered by the Contractor.

h. The Contractor shall not seek reimbursement from the Federal Government for any of the services offered by the Program.

E. BUDGET AND PAYMENT PROVISIONS

1. The Agency agrees to pay for the services provided and as described under this contract up to a maximum amount not to exceed $1,124,524.50 for the entire contract period 1/1/2015 through 6/30/2020.

2. The Contractor agrees to utilize Agency funds in accordance with the budgets contained herein.

3. Payments

a. The Contractor will submit requests for payment as directed by the Agency to the Agency’s Program

representative located at Office of Early Childhood, Family Support Services Division, 165 Capitol Avenue, Hartford, CT 06106. Requests for payment will be reviewed by Agency staff and if approved funds will be released based on submission by the Contractor of financial reports; the availability of funds; and the Contractor’s compliance with the terms of the contract.

b. When the Agency’s review of any financial report or on-site examination of the Contractor’s financial records

indicate that under expenditure or under utilization of contract funds is likely to occur by the end of the contract period, the Agency may, with advance notice to the Contractor, alter the payment schedule for the balance of the contract period.

c. Surplus/Excess Payments: In the event the Agency has advanced funds to the Contractor or overpaid the

Contractor, the Contractor shall at the end of the contract period, or earlier if the contract is terminated, return to the Agency in full any unexpended funds within 30 calendar days; or such unexpended funds may, at the discretion of the Commissioner of the Agency, be carried over and used as part of a new contract period if a new similar contract is executed.

4. Budget Variance

a. The Contractor may transfer funds from one category to another (except for equipment) in the agreed upon and approved budget included in this contract for a single component without prior notification of the Agency under the following conditions:

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i. The amount by which a single category may be increased may not exceed 20% of the approved amount or $5,000.00, whichever is greater. This applies only to category amounts in the formally approved budget subsequently approved budget revisions.

ii. The Contractor may vary an individual salary or wage by no more than 15% of the approved amount; iii. Budget flexibility is to be applied to each component separately and is not to be computed on the

composite budget items. iv. The number of people or the percentage of time charged to a job classification may be increased,

provided this does not exceed the flexibility cited above. v. The Contractor may not make any transfer under this procedure that involves any of the categories or

kinds of expenditures specifically listed below. vi. All such transfers will be reflected on the next submitted financial report.

b. The Agency requires the following changes in approved Program budgets to have prior written Agency approval by a formal budget revision and/or formal contract amendment:

i. The purchase of an item of equipment not approved in the original budget. ii. A transfer that involves an increase of an approved category amount by more than 20% or $5,000.00,

whichever is greater. iii. A transfer which involves an increase in salary or wages by more than 15%; iv. Any increase in compensation for services under a third party contract. v. Any transfers of funds from one component to another. vi. Any transfer of budgeted Program income or food reimbursement.

c. The Agency will respond to a properly executed request within 45 days of receipt. d. No budget revisions proposed by the Contractor may be submitted later than 45 calendar days after the

program has ended, except that the Agency may entertain, at any time, a budget revision for the purpose of increasing funds solely for the audit of the Program. The final financial report will show all category overruns. Costs incurred after the end of the budget period will be disallowed except those which the Agency has expressly approved in writing and in advance.

F. SUBCONTRACTED SERVICES. 1. In accordance with Part II, Subcontracts (Section C.9), the Contractor shall enter into a subcontract with the service

providers whose identity, services to be rendered and costs shall be specified below:

Subcontracting Organization

Address Description of Services

Performance Period

Payment Terms / Total Value

2. a. Absent compliance with subsection 1 above, in accordance with Part II, Subcontracts (Section C.9), if

following the execution and approval of this contract, the Contractor has identified subcontractors for which it would like to retain, then the Contractor may propose the use of subcontractors not specified herein. The Contractor must request and obtain prior written approval from the Agency before finalizing any subcontract arrangement.

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b. Each request to approve a subcontract arrangement must: (1) identify the name and business address of the proposed subcontract; (2) describe the services to be performed by the subcontractor; (3) identify the performance period, the payment terms and total value of the subcontract; and (4) provide assurances to the Agency that the proposed subcontract contains the terms specified in subsection 3 below.

3. Each and any subcontract must contain terms that shall require the subcontractor to adhere to the requirements of

Part II, including but not limited to:

a. Client-Related Safeguards (Section B);

b. Contractor Obligations (Section C) – specifically: Federal Funds, Audit Requirements, Related Party Transactions, Suspension or Debarment, Independent Capacity of Contactor, Indemnification [of the State], Insurance, Compliance with Law and Policy, Facilities Standards and Licensing, Representations and Warranties, Record Keeping and Access, Protection of Personal Data, Litigation, and Sovereign Immunity;

c. Changes To The Contract, Termination, Cancellation and Expiration (Section D) – specifically: Contractor

Changes and Assignment; and

d. Statutory and Regulatory Compliance (Section E).

4. The Contractor agrees to be responsible to the Agency for the performance of any subcontractor. The establishment of a subcontractor relationship shall not relieve the Contractor of any responsibility or liability under this contract. The Contractor shall bear full responsibility, without recourse to the Agency, for the subcontractor’s performance.

5. The Contractor shall retain the Agency’s written approval and each subcontract in the contract file.

6. Absent compliance with this section, no Contractor Party expense related to the use of a subcontractor will be paid

or reimbursed by the Agency unless the Agency, in its sole discretion, waives compliance with the requirements of this section. In order to be effective, any waiver of the requirements of this section must be in writing and signed by the Agency Head or such other Agency employee appointed by the Agency Head pursuant to C.G.S. § 4-8. The Agency, in its discretion, may limit or condition any waiver of these requirements as it deems appropriate, including, for example, by limiting the dollar amount or any waiver, requiring proof that the subcontractor provided services under the contract, by requiring that any federal requirements under any federal grant program are satisfied, and/or requiring proof that the Contractor utilize the funds paid under the contract to promptly pay the subcontractor for services rendered.

G. PROCEDURE FOR TERMINATION.

1. Termination by the Agency. In addition to the sections in Part II of this contract, upon delivery to the Contractor of a Notice of Termination specifying the nature of the termination and the date upon which such termination becomes effective the Contractor shall:

a. Stop work under the contract on the date and to the extent specified in the Notice of Termination;

b. If the Agency so directs, terminate all subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination or assign to the Agency in the manner and to the extent directed by the Agency all of the right, title, and interest of the Contractor under the subcontracts not so terminated, in which case the Agency shall have the right, in its discretion, to settle or pay any and all claims arising out of the termination of such subcontracts;

c. Complete the performance of the work that has not been terminated by the Notice of Termination; and

d. Be entitled to payment for services agreed upon by the parties and rendered to the Agency’s satisfaction through the effective date of termination.

2. Reduction of Services or Termination by the Contractor. In the event that the Contractor terminates this contract, closes, reduces services or relocates any program funded under this contract, or if for any reason, the fiduciary responsibility of the Contractor changes, or if the Agency does not offer funding for the subsequent fiscal year, then pursuant to Part II D. 7. of this Contract, the Agency and the Contractor shall negotiate and resolve the following issues:

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a. the time lines for closure of the program; b. closure of admissions and the transfer or clients remaining in the program at the time of closure; c. the amount of any final payments due the Contractor or refunds due the Agency; and d. the transfer or storage of all program records pursuant to the requirements of the Federal Confidentiality

Regulations, 42 CFR Part 2; e. the disposition of property and equipment in which the Agency has a financial interest pursuant to the

requirements of Regulations of Connecticut State Agencies, Sections 17-226d-4(i), (1) & (2) including Bond Fund Award liens and obligations;

f. notification to clients of the closure, their options for transfer to other programs and the Contractor’s obligations

to facilitate such transfer; and g. any other issues pertinent to the specific situation causing the reduction or termination of services.

H. SEVERABILITY. If any section of this Contract is declared or found to be illegal, unenforceable, or void, then both parties shall be relieved of all obligations under that section. The remainder of this contract shall be enforced to the fullest extent permitted by law.

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PART I FINANCIAL SUMMARY

PROGRAM NAME: Day Kimball Healthcare, Inc. Nurturing Families Network

PROGRAM NUMBER: 15OEC8301GW / 116DKH-CTF-04

SFY2015 Budget from 01/01/2015-06/30/2015 Requested Adjustments Approved

Contract Amount $ 102,230

For Amendments Only

Previously Approved Contract Amount $ 102,230

Amount of Amendment $

Line # Item Subcategory Line Item Total Adjustments Revised Total

(a) (b) (c) (d)

1 UNIT RATE

1a. Bed Days

1b. Client Advocate

1c. Security Deposit

1d. Other Unit Rate Costs

TOTAL UNIT RATE

2 CONTRACTUAL SERVICES

2a. Accounting

2b. Legal

2c. Independent Audit

2d. Other Contractual Services

TOTAL CONTRACTUAL SERVICES

3 ADMINISTRATION

3a. Admin. Salaries 5538.00

3b. Admin. Fringe Benefits 1938.50

3c. Admin. Overhead 0

TOTAL ADMINISTRATION

7476.50

4 DIRECT PROGRAM STAFF

4a. Program Salaries 74659.00

4b. Program Fringe Benefits 8121.64

TOTAL DIRECT PROGRAM

82780.64

5 OTHER COSTS

5a. Program Rent 4130.00

5b. Consumable Supplies 1155.87

5c. Travel & Transportation 4620.00

5d. Utilities 456.00

5e. Repairs & Maintenance 0

5f. Insurance 0

5g. Food & Related Costs 200.00

5h. Other Project Expenses 1410.50

TOTAL OTHER COSTS

11972.37

6 EQUIPMENT

7 PROGRAM INCOME

7a. Fees

7b. Other Income

TOTAL PROGRAM INCOME

8 TOTAL NET PROGRAM COST

102229.50

(Sum of 1 through 6, minus Line 7)

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PART I FINANCIAL SUMMARY

PROGRAM NAME: Day Kimball Healthcare, Inc. Nurturing Families Network

PROGRAM NUMBER: 15OEC8301GW /116DKH-CTF-04

SFY Budgets from 07/01/2015-06/30/2020 Requested Adjustments Approved

Contract Amount $ 204,459

For Amendments Only

Previously Approved Contract Amount $ 204,459

Amount of Amendment $

Line # Item Subcategory Line Item Total Adjustments Revised Total

(a) (b) (c) (d)

1 UNIT RATE

1a. Bed Days

1b. Client Advocate

1c. Security Deposit

1d. Other Unit Rate Costs

TOTAL UNIT RATE

2 CONTRACTUAL SERVICES

2a. Accounting

2b. Legal

2c. Independent Audit

2d. Other Contractual Services

TOTAL CONTRACTUAL SERVICES

3 ADMINISTRATION

3a. Admin. Salaries 11076.00

3b. Admin. Fringe Benefits 3876.60

3c. Admin. Overhead 0

TOTAL ADMINISTRATION

14952.60

4 DIRECT PROGRAM STAFF

4a. Program Salaries 149318.00

4b. Program Fringe Benefits 16243.27

TOTAL DIRECT PROGRAM

165561.27

5 OTHER COSTS

5a. Program Rent 8260.00

5b. Consumable Supplies 2312.13

5c. Travel & Transportation 9240.00

5d. Utilities 912.00

5e. Repairs & Maintenance 0

5f. Insurance 0

5g. Food & Related Costs 400.00

5h. Other Project Expenses 2821.00

TOTAL OTHER COSTS

23945.13

6 EQUIPMENT

7 PROGRAM INCOME

7a. Fees

7b. Other Income

TOTAL PROGRAM INCOME

8 TOTAL NET PROGRAM COST

204459.00

(Sum of 1 through 6, minus Line 7)

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PART II. TERMS AND CONDITIONS The Contractor shall comply with the following terms and conditions.

A. Definitions. Unless otherwise indicated, the following terms shall have the following corresponding definitions:

1. “Bid” shall mean a bid submitted in response to a solicitation.

2. “Breach” shall mean a party’s failure to perform some contracted-for or agreed-upon act, or his failure to comply with a duty imposed by law which is owed to another or to society.

3. “Cancellation” shall mean an end to the Contract affected pursuant to a right which the Contract creates due to a Breach.

4. “Claims” shall mean all actions, suits, claims, demands, investigations and proceedings of any kind, open, pending or threatened, whether mature, unmatured, contingent, known or unknown, at law or in equity, in any forum.

5. “Client” shall mean a recipient of the Contractor’s Services.

6. “Contract” shall mean this agreement, as of its effective date, between the Contractor and the State for Services.

7. “Contractor Parties” shall mean a Contractor’s members, directors, officers, shareholders, partners, managers, principal officers, representatives, agents, servants, consultants, employees or any one of them or any other person or entity with whom the Contractor is in privity of oral or written contract (e.g. subcontractor) and the Contractor intends for such other person or entity to perform under the Contract in any capacity. For the purpose of this Contract, vendors of support services, not otherwise known as human service providers or educators, shall not be considered subcontractors, e.g. lawn care, unless such activity is considered part of a training, vocational or educational program.

8. “Data” shall mean all results, technical information and materials developed and/or obtained in the performance of the Services hereunder, including but not limited to all reports, survey and evaluation tools, surveys and evaluations, plans, charts, recordings (video and/or sound), pictures, curricula, electronically prepared presentations, public awareness or prevention campaign materials, drawings, analyses, graphic representations, computer programs and printouts, notes and memoranda, and documents, whether finished or unfinished, which result from or are prepared in connection with the Services performed hereunder.

9. “Day” shall mean all calendar days, other than Saturdays, Sundays and days designated as national or State of Connecticut holidays upon which banks in Connecticut are closed.

10. “Expiration” shall mean an end to the Contract due to the completion in full of the mutual performances of the parties or due to the Contract’s term being completed.

11. “Force Majeure” shall mean events that materially affect the Services or the time schedule within which to perform and are outside the control of the party asserting that such an event has occurred, including, but not limited to, labor troubles unrelated to the Contractor, failure of or inadequate permanent power, unavoidable casualties, fire not caused by the Contractor, extraordinary weather conditions, disasters, riots, acts of God, insurrection or war.

12. “Personal Information” shall mean any name, number or other information that may be used, alone or in conjunction with any other information, to identify a specific individual including, but not limited to, such individual's name, date of birth, mother's maiden name, motor vehicle operator's license number, Social Security number, employee identification number, employer or taxpayer identification number, alien registration number, government passport number, health insurance identification number, demand deposit account number, savings account number, credit card number, debit card number or unique biometric data such as fingerprint, voice print, retina or iris image, or other unique physical representation. Without limiting the foregoing, Personal Information shall also include any information regarding clients that the Department classifies as “confidential” or “restricted.” Personal Information shall not include information that may be lawfully obtained from publicly available sources or from federal, state, or local government records which are lawfully made available to the general public.

13. “Personal Information Breach” shall mean an instance where an unauthorized person or entity accesses Personal Information in any manner, including but not limited to the following occurrences: (1) any Personal Information that is not encrypted or protected is misplaced, lost, stolen or in any way compromised; (2) one or more third parties

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have had access to or taken control or possession of any Personal Information that is not encrypted or protected without prior written authorization from the State; (3) the unauthorized acquisition of encrypted or protected Personal Information together with the confidential process or key that is capable of compromising the integrity of the Personal Information; or (4) if there is a substantial risk of identity theft or fraud to the client, the Contractor, the Department or State.

14. “Records” shall mean all working papers and such other information and materials as may have been accumulated and/or produced by the Contractor in performing the Contract, including but not limited to, documents, data, plans, books, computations, drawings, specifications, notes, reports, records, estimates, summaries and correspondence, kept or stored in any form.

15. “Services” shall mean the performance of Services as stated in Part I of this Contract.

16. “State” shall mean the State of Connecticut, including any agency, office, department, board, council, commission, institution or other executive branch agency of State Government.

17. “Termination” shall mean an end to the Contract affected pursuant to a right which the Contract creates, other than for a Breach.

B. Client-Related Safeguards.

1. Inspection of Work Performed.

(a) The Agency or its authorized representative shall at all times have the right to enter into the Contractor or Contractor Parties’ premises, or such other places where duties under the Contract are being performed, to inspect, to monitor or to evaluate the work being performed in accordance with Conn. Gen. Stat. § 4e-29 to ensure compliance with this Contract. The Contractor and all subcontractors must provide all reasonable facilities and assistance to Agency representatives. All inspections and evaluations shall be performed in such a manner as will not unduly delay work. The Contractor shall disclose information on clients, applicants and their families as requested unless otherwise prohibited by federal or state law. Written evaluations pursuant to this Section shall be made available to the Contractor.

(b) The Contractor must incorporate this section verbatim into any Contract it enters into with any subcontractor providing services under this Contract.

2. Safeguarding Client Information. The Agency and the Contractor shall safeguard the use, publication and disclosure of information on all applicants for and all Clients who receive Services under this Contract with all applicable federal and state law concerning confidentiality and as may be further provided under the Contract.

3. Reporting of Client Abuse or Neglect. The Contractor shall comply with all reporting requirements relative to Client abuse and neglect, including but not limited to requirements as specified in C.G.S.§§ 17a-101 through 103, 19a-216, 46b-120 (related to children); C.G.S.§ 46a-11b (relative to persons with mental retardation); and C.G.S.§ 17b-407 (relative to elderly persons).

4. Background Checks. The State may require that the Contractor and Contractor Parties undergo criminal background checks as provided for in the State of Connecticut Department of Public Safety Administration and Operations Manual or such other State document as governs procedures for background checks. The Contractor and Contractor Parties shall cooperate fully as necessary or reasonably requested with the State and its agents in connection with such background checks.

C. Contractor Obligations.

1. Cost Standards. The Contractor and funding state Agency shall comply with the Cost Standards issued by OPM, as may be amended from time to time. The Cost Standards are published by OPM on the Web at http://ct.gov/opm/fin/cost_standards.

2. Credits and Rights in Data. Unless expressly waived in writing by the Agency, all Records and publications intended for public distribution during or resulting from the performances of this Contract shall include a statement acknowledging the financial support of the State and the Agency and, where applicable, the federal government. All such publications shall be released in conformance with applicable federal and state law and all regulations regarding confidentiality. Any liability arising from such a release by the Contractor shall be the sole responsibility of the

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Contractor and the Contractor shall indemnify and hold harmless the Agency, unless the Agency or its agents co-authored said publication and said release is done with the prior written approval of the Agency Head. All publications shall contain the following statement: “This publication does not express the views of the [insert Agency name] or the State of Connecticut. The views and opinions expressed are those of the authors.” Neither the Contractor nor any of its agents shall copyright Data and information obtained under this Contract, unless expressly previously authorized in writing by the Agency. The Agency shall have the right to publish, duplicate, use and disclose all such Data in any manner, and may authorize others to do so. The Agency may copyright any Data without prior Notice to the Contractor. The Contractor does not assume any responsibility for the use, publication or disclosure solely by the Agency of such Data.

3. Organizational Information, Conflict of Interest, IRS Form 990. During the term of this Contract and for the one hundred eighty (180) days following its date of Termination and/or Cancellation, the Contractor shall upon the Agency’s request provide copies of the following documents within ten (10) Days after receipt of the request:

(a) its most recent IRS Form 990 submitted to the Internal Revenue Service, and

(b) its most recent Annual Report filed with the Connecticut Secretary of the State’s Office or such other information that the Agency deems appropriate with respect to the organization and affiliation of the Contractor and related entities.

This provision shall continue to be binding upon the Contractor for one hundred and eighty (180) Days following the

termination or cancellation of the Contract.

4. Federal Funds.

(a) The Contractor shall comply with requirements relating to the receipt or use of federal funds. The Agency shall specify all such requirements in Part I of this Contract.

(b) The Contractor acknowledges that the Agency has established a policy, as mandated by section 6032 of the Deficit Reduction Act (DRA) of 2005, P.L. 109-171, that provides detailed information about the Federal False Claims Act, 31 U.S.C. §§ 3729-3733, and other laws supporting the detection and prevention of fraud and abuse.

(1) Contractor acknowledges that it has received a copy of said policy and shall comply with its terms, as amended, and with all applicable state and federal laws, regulations and rules. Contractor shall provide said policy to subcontractors and shall require compliance with the terms of the policy. Failure to abide by the terms of the policy, as determined by the Agency, shall constitute a Breach of this Contract and may result in cancellation or termination of this Contract.

(2) This section applies if, under this Contract, the Contractor or Contractor Parties furnishes, or otherwise authorizes the furnishing of health care items or services, performs billing or coding functions, or is involved in monitoring of health care provided by the Agency.

(c) Contractor represents that it is not excluded, debarred, suspended or otherwise ineligible to participate in federal health care programs.

(d) Contractor shall not, for purposes of performing the Contract with the Agency, knowingly employ or contract with, with or without compensation: (A) any individual or entity listed by a federal agency as excluded, debarred, suspended or otherwise ineligible to participate in federal health care programs; or (B) any person or entity who is excluded from contracting with the State of Connecticut or the federal government (as reflected in the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, Department of Health and Human Services, Office of Inspector General (HHS/OIG) Excluded Parties list and the Office of Foreign Assets Control (OFAC) list of Specially Designated Nationals and Blocked Persons List). Contractor shall immediately notify the Agency should it become subject to an investigation or inquiry involving items or services reimbursable under a federal health care program or be listed as ineligible for participation in or to perform Services in connection with such program. The Agency may cancel or terminate this Contract immediately if at any point the Contractor, subcontractor or any of their employees are sanctioned, suspended, excluded from or otherwise become ineligible to participate in federal health care programs.

5. Audit Requirements.

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(a) The State Auditors of Public Accounts shall have access to all Records for the fiscal year(s) in which the award was made. The Contractor shall provide for an annual financial audit acceptable to the Agency for any expenditure of state-awarded funds made by the Contractor. Such audit shall include management letters and audit recommendations. The Contractor shall comply with federal and state single audit standards as applicable.

(b) The Contractor shall make all of its and the Contractor Parties’ Records available at all reasonable hours for audit and inspection by the State, including, but not limited to, the Agency, the Connecticut Auditors of Public Accounts, Attorney General and State’s Attorney and their respective agents. Requests for any audit or inspection shall be in writing, at least ten (10) days prior to the requested date. All audits and inspections shall be at the requester’s expense. The State may request an audit or inspection at any time during the Contract term and for three (3) years after Termination, Cancellation or Expiration of the Contract. The Contractor shall cooperate fully with the State and its agents in connection with an audit or inspection. Following any audit or inspection, the State may conduct and the Contractor shall cooperate with an exit conference.

(c) For purposes of this subsection as it relates to State grants, the word “Contractor” shall be read to mean “nonstate entity,” as that term is defined in C.G.S. § 4-230.

(d) The Contractor must incorporate this section verbatim into any Contract it enters into with any subcontractor providing services under this Contract.

6. Related Party Transactions. The Contractor shall report all related party transactions, as defined in this section, to the Agency on an annual basis in the appropriate fiscal report as specified in Part I of this Contract. “Related party” means a person or organization related through marriage, ability to control, ownership, family or business association. Past exercise of influence or control need not be shown, only the potential or ability to directly or indirectly exercise influence or control. “Related party transactions” between a Contractor or Contractor Party and a related party include, but are not limited to:

(a) Real estate sales or leases;

(b) leases for equipment, vehicles or household furnishings;

(c) Mortgages, loans and working capital loans; and

(d) Contracts for management, consultant and professional services as well as for materials, supplies and other services purchased by the Contractor or Contractor Party.

7. Suspension or Debarment. In addition to the representations and requirements set forth in Section D.4:

(a) The Contractor certifies for itself and Contractor Parties involved in the administration of federal or state funds that they:

(1) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any governmental agency (federal, state or local);

(2) within a three year period preceding the effective date of this Contract, have not been convicted or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (federal, state or local) transaction or contract under a public transaction; for violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property;

(3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with commission of any of the above offenses; and

(4) Have not within a three year period preceding the effective date of this Contract had one or more public transactions terminated for cause or fault.

(b) Any change in the above status shall be immediately reported to the Agency.

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8. Liaison. Each Party shall designate a liaison to facilitate a cooperative working relationship between the Contractor and the Agency in the performance and administration of this Contract.

9. Subcontracts. Each Contractor Party’s identity, services to be rendered and costs shall be detailed in Part I of this Contract. Absent compliance with this requirement, no Contractor Party may be used or expense paid under this Contract unless expressly otherwise provided in Part I of this Contract. No Contractor Party shall acquire any direct right of payment from the Agency by virtue of this section or any other section of this Contract. The use of Contractor Parties shall not relieve the Contractor of any responsibility or liability under this Contract. The Contractor shall make available copies of all subcontracts to the Agency upon request.

10. Independent Capacity of Contractor. The Contractor and Contractor Parties shall act in an independent capacity and not as officers or employees of the state of Connecticut or of the Agency.

11. Indemnification.

(a) The Contractor shall indemnify, defend and hold harmless the state of Connecticut and its officers, representatives, agents, servants, employees, successors and assigns from and against any and all:

(1) claims arising directly or indirectly, in connection with the Contract, including the acts of commission or omission (collectively the “Acts”) of the Contractor or Contractor Parties; and

(2) liabilities, damages, losses, costs and expenses, including but not limited to attorneys’ and other professionals’ fees, arising, directly or indirectly, in connection with Claims, Acts or the Contract. The Contractor shall use counsel reasonably acceptable to the State in carrying out its indemnification and hold-harmless obligations under this Contract. The Contractor’s obligations under this section to indemnify, defend and hold harmless against Claims includes Claims concerning confidentiality of any part of or all of the bid or any records, and intellectual property rights, other propriety rights of any person or entity, copyrighted or uncopyrighted compositions, secret processes, patented or unpatented inventions, articles or appliances furnished or used in the performance of the Contract.

(b) The Contractor shall reimburse the State for any and all damages to the real or personal property of the State caused by the Acts of the Contractor or any Contractor Parties. The State shall give the Contractor reasonable notice of any such Claims.

(c) The Contractor’s duties under this Section shall remain fully in effect and binding in accordance with the terms and conditions of the Contract, without being lessened or compromised in any way, even where the Contractor is alleged or is found to have merely contributed in part to the Acts giving rise to the Claims and/or where the State is alleged or is found to have contributed to the Acts giving rise to the Claims.

(d) The Contractor shall carry and maintain at all times during the term of the Contract, and during the time that any sections survive the term of the Contract, sufficient general liability insurance to satisfy its obligations under this Contract. The Contractor shall name the State as an additional insured on the policy and shall provide a copy of the policy to the Agency prior to the effective date of the Contract. The Contractor shall not begin performance until the delivery of the policy to the Agency.

(e) The rights provided in this section for the benefit of the State shall encompass the recovery of attorneys’ and other professionals’ fees expended in pursuing a Claim against a third party.

(f) This section shall survive the Termination, Cancellation or Expiration of the Contract, and shall not be limited by reason of any insurance coverage.

12. Insurance. Before commencing performance, the Agency may require the Contractor to obtain and maintain specified insurance coverage. In the absence of specific Agency requirements, the Contractor shall obtain and maintain the following insurance coverage at its own cost and expense for the duration of the Contract:

(a) Commercial General Liability. $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. Coverage shall include Premises and Operations, Independent Contractors, Products and Completed Operations, Contractual Liability, and Broad Form Property Damage coverage. If a general aggregate is used, the general aggregate limit shall apply separately to the services to be performed under this Contract or the general aggregate limit shall be twice the occurrence limit;

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(b) Automobile Liability. $1,000,000 combined single limit per accident for bodily injury. Coverage extends to owned, hired and non-owned automobiles. If the vendor/contractor does not own an automobile, but one is used in the execution of this Contract, then only hired and non-owned coverage is required. If a vehicle is not used in the execution of this Contract then automobile coverage is not required.

(c) Professional Liability. $1,000,000 limit of liability, if applicable; and/or

(d) Workers’ Compensation and Employers Liability. Statutory coverage in compliance with the Compensation laws of the State of Connecticut. Coverage shall include Employer’s Liability with minimum limits of $100,000 each accident, $500,000 Disease – Policy limit, $100,000 each employee.

13. Choice of Law/Choice of Forum, Settlement of Disputes, Claims Against the State.

(a) The Contract shall be deemed to have been made in the City of Hartford, State of Connecticut. Both Parties agree that it is fair and reasonable for the validity and construction of the Contract to be, and it shall be, governed by the laws and court decisions of the State of Connecticut, without giving effect to its principles of conflicts of laws. To the extent that any immunities provided by federal law or the laws of the State of Connecticut do not bar an action against the State, and to the extent that these courts are courts of competent jurisdiction, for the purpose of venue, the complaint shall be made returnable to the Judicial District of Hartford only or shall be brought in the United States District Court for the District of Connecticut only, and shall not be transferred to any other court, provided, however, that nothing here constitutes a waiver or compromise of the sovereign immunity of the State of Connecticut. The Contractor waives any objection which it may now have or will have to the laying of venue of any Claims in any forum and further irrevocably submits to such jurisdiction in any suit, action or proceeding.

(b) Any dispute concerning the interpretation or application of this Contract shall be decided by the Agency Head or his/her designee whose decision shall be final, subject to any rights the Contractor may have pursuant to state law. In appealing a dispute to the Agency Head pursuant to this section, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final resolution of a dispute, the Contractor and the Agency shall proceed diligently with the performance of the Contract.

(c) The Contractor agrees that the sole and exclusive means for the presentation of any claim against the State arising from this Contract shall be in accordance with Title 4, Chapter 53 of the Connecticut General Statutes (Claims Against the State) and the Contractor further agrees not to initiate legal proceedings, except as authorized by that Chapter, in any state or federal court in addition to or in lieu of said Chapter 53 proceedings.

14. Compliance with Law and Policy, Facility Standards and Licensing. Contractor shall comply with all:

(a) pertinent local, state and federal laws and regulations as well as Agency policies and procedures applicable to contractor’s programs as specified in this Contract. The Agency shall notify the Contractor of any applicable new or revised laws, regulations, policies or procedures which the Agency has responsibility to promulgate or enforce; and

(b) applicable local, state and federal licensing, zoning, building, health, fire and safety regulations or ordinances, as well as standards and criteria of pertinent state and federal authorities. Unless otherwise provided by law, the Contractor is not relieved of compliance while formally contesting the authority to require such standards, regulations, statutes, ordinance or criteria.

15. Representations and Warranties. Contractor shall:

(a) perform fully under the Contract;

(b) pay for and/or secure all permits, licenses and fees and give all required or appropriate notices with respect to the provision of Services as described in Part I of this Contract; and

(c) adhere to all contractual sections ensuring the confidentiality of all Records that the Contractor has access to and are exempt from disclosure under the State’s Freedom of Information Act or other applicable law.

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16. Reports. The Contractor shall provide the Agency with such statistical, financial and programmatic information necessary to monitor and evaluate compliance with the Contract. All requests for such information shall comply with all applicable state and federal confidentiality laws. The Contractor shall provide the Agency with such reports as the Agency requests as required by this Contract.

17. Delinquent Reports. The Contractor shall submit required reports by the designated due dates as identified in this Contract. After notice to the Contractor and an opportunity for a meeting with an Agency representative, the Agency reserves the right to withhold payments for services performed under this Contract if the Agency has not received acceptable progress reports, expenditure reports, refunds, and/or audits as required by this Contract or previous contracts for similar or equivalent services the Contractor has entered into with the Agency. This section shall survive any Termination of the Contract or the Expiration of its term.

18. Record Keeping and Access. The Contractor shall maintain books, Records, documents, program and individual service records and other evidence of its accounting and billing procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature incurred in the performance of this Contract. These Records shall be subject at all reasonable times to monitoring, inspection, review or audit by authorized employees or agents of the State or, where applicable, federal agencies. The Contractor shall retain all such Records concerning this Contract for a period of three (3) years after the completion and submission to the State of the Contractor’s annual financial audit.

19. Protection of Personal Information.

(a) Contractor and Contractor Parties, at their own expense, have a duty to and shall protect from a Personal Information Breach any and all Personal Information which they come to possess or control, wherever and however stored or maintained, in a commercially reasonable manner in accordance with current industry standards. http://www.ct.gov/doit/cwp/view.asp?a=1245&q=253968http://www.ct.gov/doit/cwp/view.asp?a=1245&q=253968

(b) Each Contractor or Contractor Party shall implement and maintain a comprehensive data security program for the protection of Personal Information. The safeguards contained in such program shall be consistent with and comply with the safeguards for protection of Personal Information, and information of a similar character, as set forth in all applicable federal and state law and written policy of the Department or State concerning the confidentiality of Personal Information. Such data-security program shall include, but not be limited to, the following:

(1) A security policy for employees related to the storage, access and transportation of data containing Personal Information;

(2) Reasonable restrictions on access to records containing Personal Information, including access to any locked storage where such records are kept;

(3) A process for reviewing policies and security measures at least annually;

(4) Creating secure access controls to Personal Information, including but not limited to passwords; and

(5) Encrypting of Personal Information that is stored on laptops, portable devices or being transmitted electronically.

(c) The Contractor and Contractor Parties shall notify the Department and the Connecticut Office of the Attorney General as soon as practical, but no later than twenty-four (24) hours, after they become aware of or suspect that any Personal Information which Contractor or Contractor Parties possess or control has been subject to a Personal Information Breach. If a Personal Information Breach has occurred, the Contractor shall, within three (3) business days after the notification, present a credit monitoring and protection plan to the Commissioner of Administrative Services, the Department and the Connecticut Office of the Attorney General, for review and approval. Such credit monitoring or protection plan shall be made available by the Contractor at its own cost and expense to all individuals affected by the Personal Information Breach. Such credit monitoring or protection plan shall include, but is not limited to reimbursement for the cost of placing and lifting one (1) security freeze per credit file pursuant to Connecticut General Statutes § 36a-701a. Such credit monitoring or protection plans shall be approved by the State in accordance with this Section and shall cover a length of time commensurate with the circumstances of the Personal Information Breach. The Contractors’ costs and expenses for the credit monitoring and protection plan shall not be recoverable from the Department, any State of Connecticut entity or any affected individuals.

(d) The Contractor shall incorporate the requirements of this Section in all subcontracts requiring each Contractor Party to safeguard Personal Information in the same manner as provided for in this Section.

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(e) Nothing in this Section shall supersede in any manner Contractor’s or Contractor Party’s obligations pursuant to HIPAA or the provisions of this Contract concerning the obligations of the Contractor as a Business Associate of the Department.

20. Workforce Analysis. The Contractor shall provide a workforce Analysis Affirmative Action report related to employment practices and procedures.

21. Litigation.

(a) The Contractor shall require that all Contractor Parties, as appropriate, disclose to the Contractor, to the best of their knowledge, any Claims involving the Contractor Parties that might reasonably be expected to materially adversely affect their businesses, operations, assets, properties, financial stability, business prospects or ability to perform fully under the Contract, no later than ten (10) days after becoming aware or after they should have become aware of any such Claims. Disclosure shall be in writing.

(b) The Contractor shall provide written Notice to the Agency of any final decision by any tribunal or state or federal agency or court which is adverse to the Contractor or which results in a settlement, compromise or claim or agreement of any kind for any action or proceeding brought against the Contractor or its employee or agent under the Americans with Disabilities Act of 1990 as revised or amended from time to time, Executive Orders Nos. 3 & 17 of Governor Thomas J. Meskill and any other requirements of federal or state law concerning equal employment opportunities or nondiscriminatory practices.

22. Sovereign Immunity. The Contractor and Contractor Parties acknowledge and agree that nothing in the Contract, or the solicitation leading up to the Contract, shall be construed as a modification, compromise or waiver by the State of any rights or defenses of any immunities provided by Federal law or the laws of the State of Connecticut to the State or any of its officers and employees, which they may have had, now have or will have with respect to all matters arising out of the Contract. To the extent that this Section conflicts with any other Section, this Section shall govern.

D. Changes to the Contract, Termination, Cancellation and Expiration.

1. Contract Amendment.

(a) No amendment to or modification or other alteration of this Contract shall be valid or binding upon the parties unless made in writing, signed by the parties and, if applicable, approved by the OAG.

(b) The Agency may amend this Contract to reduce the contracted amount of compensation if:

(1) the total amount budgeted by the State for the operation of the Agency or Services provided under the program is reduced or made unavailable in any way; or

(2) federal funding reduction results in reallocation of funds within the Agency.

(c) If the Agency decides to reduce the compensation, the Agency shall send written Notice to the Contractor. Within twenty (20) Days of the Contractor’s receipt of the Notice, the Contractor and the Agency shall negotiate the implementation of the reduction of compensation unless the parties mutually agree that such negotiations would be futile. If the parties fail to negotiate an implementation schedule, then the Agency may terminate the Contract effective no earlier than sixty (60) Days from the date that the Contractor receives written notification of Termination and the date that work under this Contract shall cease.

2. Contractor Changes and Assignment.

(a) The Contractor shall notify the Agency in writing:

(1) at least ninety (90) days prior to the effective date of any fundamental changes in the Contractor’s corporate status, including merger, acquisition, transfer of assets, and any change in fiduciary responsibility;

(2) no later than ten (10) days from the effective date of any change in:

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(A) its certificate of incorporation or other organizational document;

(B) more than a controlling interest in the ownership of the Contractor; or

(C) the individual(s) in charge of the performance.

(b) No such change shall relieve the Contractor of any responsibility for the accuracy and completeness of the performance. The Agency, after receiving written Notice from the Contractor of any such change, may require such contracts, releases and other instruments evidencing, to the Agency’s satisfaction, that any individuals retiring or otherwise separating from the Contractor have been compensated in full or that allowance has been made for compensation in full, for all work performed under terms of the Contract. The Contractor shall deliver such documents to the Agency in accordance with the terms of the Agency’s written request. The Agency may also require, and the Contractor shall deliver, a financial statement showing that solvency of the Contractor is maintained. The death of any Contractor Party, as applicable, shall not release the Contractor from the obligation to perform under the Contract; the surviving Contractor Parties, as appropriate, must continue to perform under the Contract until performance is fully completed.

(c) Assignment. The Contractor shall not assign any of its rights or obligations under the Contract, voluntarily or otherwise, in any manner without the prior written consent of the Agency.

(1) The Contractor shall comply with requests for documentation deemed to be appropriate by the Agency in considering whether to consent to such assignment.

(2) The Agency shall notify the Contractor of its decision no later than forty-five (45) Days from the date the Agency receives all requested documentation.

(3) The Agency may void any assignment made without the Agency’s consent and deem such assignment to be in violation of this Section and to be in Breach of the Contract. Any cancellation of this Contract by the Agency for a Breach shall be without prejudice to the Agency’s or the State’s rights or possible claims against the Contractor.

3. Breach.

(a) If either party Breaches this Contract in any respect, the non-breaching party shall provide written notice of the Breach to the breaching party and afford the breaching party an opportunity to cure within ten (10) Days from the date that the breaching party receives the notice. In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching party is satisfied that the breaching party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The Notice may include an effective Contract cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching party in writing prior to the cancellation date, no further action shall be required of any party to effect the cancellation as of the stated date. If the notice does not set forth an effective Contract cancellation date, then the non-breaching party may cancel the Contract by giving the breaching party no less than twenty four (24) hours’ prior written Notice after the expiration of the cure period.

(b) If the Agency believes that the Contractor has not performed according to the Contract, the Agency may:

(1) withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget;

(2) temporarily discontinue all or part of the Services to be provided under the Contract;

(3) permanently discontinue part of the Services to be provided under the Contract;

(4) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency;

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(5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance;

(6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or

(7) any combination of the above actions.

(c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) calendar days after the Contractor receives a demand from the Agency.

(d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract.

(e) The action of the Agency shall be considered final. If at any step in this process the Contractor fails to comply with the procedure and, as applicable, the mutually agreed plan of correction, the Agency may proceed with Breach remedies as listed under this section.

4. Non-enforcement Not to Constitute Waiver. No waiver of any Breach of the Contract shall be interpreted or deemed to be a waiver of any other or subsequent Breach. All remedies afforded in the Contract shall be taken and construed as cumulative, that is, in addition to every other remedy provided in the Contract or at law or in equity. A party’s failure to insist on strict performance of any section of the Contract shall only be deemed to be a waiver of rights and remedies concerning that specific instance of performance and shall not be deemed to be a waiver of any subsequent rights, remedies or Breach.

5. Suspension. If the Agency determines in its sole discretion that the health and welfare of the Clients or public safety is being adversely affected, the Agency may immediately suspend in whole or in part the Contract without prior notice and take any action that it deems to be necessary or appropriate for the benefit of the Clients. The Agency shall notify the Contractor of the specific reasons for taking such action in writing within five (5) Days of immediate suspension. Within five (5) Days of receipt of this notice, the Contractor may request in writing a meeting with the Agency Head or designee. Any such meeting shall be held within five (5) Days of the written request, or such later time as is mutually agreeable to the parties. At the meeting, the Contractor shall be given an opportunity to present information on why the Agency’s actions should be reversed or modified. Within five (5) Days of such meeting, the Agency shall notify the Contractor in writing of his/her decision upholding, reversing or modifying the action of the Agency head or designee. This action of the Agency head or designee shall be considered final.

6. Ending the Contractual Relationship.

(a) This Contract shall remain in full force and effect for the duration of its entire term or until such time as it is terminated earlier by either party or cancelled. Either party may terminate this contract by providing at least sixty (60) days prior written notice pursuant to the Notice requirements of this Contract.

(b) The Agency may immediately terminate the Contract in whole or in part whenever the Agency makes a determination that such termination is in the best interest of the State. Notwithstanding Section D.2, the Agency may immediately terminate or cancel this Contract in the event that the Contractor or any subcontractors becomes financially unstable to the point of threatening its ability to conduct the services required under this Contract, ceases to conduct business in the normal course, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or its assets.

(c) The Agency shall notify the Contractor in writing of Termination pursuant to subsection (b) above, which shall specify the effective date of termination and the extent to which the Contractor must complete or immediately cease performance. Such Notice of Termination shall be sent in accordance with the Notice provision contained on page 1 of this Contract. Upon receiving the Notice from the Agency, the Contractor shall immediately discontinue all Services affected in accordance with the Notice, undertake all reasonable and necessary efforts to mitigate any losses or damages, and deliver to the Agency all Records as defined in Section A.14, unless otherwise instructed by the Agency in writing, and take all actions that are necessary or appropriate, or that the Agency may reasonably direct, for the protection of Clients and preservation of any and all property. Such Records are deemed to be the property of the Agency and the Contractor shall deliver them to the Agency no later than thirty (30) days after the Termination of the Contract or fifteen (15) days after the Contractor receives a written request from the Agency for the specified records whichever is less. The Contractor shall deliver those Records that exist

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in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to ASCII or .TXT.

(d) The Agency may terminate the Contract at any time without prior notice when the funding for the Contract is no longer available.

(e) The Contractor shall deliver to the Agency any deposits, prior payment, advance payment or down payment if the Contract is terminated by either party or cancelled within thirty (30) days after receiving demand from the Agency. The Contractor shall return to the Agency any funds not expended in accordance with the terms and conditions of the Contract and, if the Contractor fails to do so upon demand, the Agency may recoup said funds from any future payments owing under this Contract or any other contract between the State and the Contractor. Allowable costs, as detailed in audit findings, incurred until the date of termination or cancellation for operation or transition of program(s) under this Contract shall not be subject to recoupment.

7. Transition after Termination or Expiration of Contract.

(a) If this Contract is terminated for any reason, cancelled or it expires in accordance with its term, the Contractor shall do and perform all things which the Agency determines to be necessary or appropriate to assist in the orderly transfer of Clients served under this Contract and shall assist in the orderly cessation of Services it performs under this Contract. In order to complete such transfer and wind down the performance, and only to the extent necessary or appropriate, if such activities are expected to take place beyond the stated end of the Contract term then the Contract shall be deemed to have been automatically extended by the mutual consent of the parties prior to its expiration without any affirmative act of either party, including executing an amendment to the Contract to extend the term, but only until the transfer and winding down are complete.

(b) If this Contract is terminated, cancelled or not renewed, the Contractor shall return to the Agency any equipment, deposits or down payments made or purchased with start-up funds or other funds specifically designated for such purpose under this Contract in accordance with the written instructions from the Agency in accordance with the Notice provision of this Contract. Written instructions shall include, but not be limited to, a description of the equipment to be returned, where the equipment shall be returned to and who is responsible to pay for the delivery/shipping costs. Unless the Agency specifies a shorter time frame in the letter of instructions, the Contractor shall affect the returns to the Agency no later than sixty (60) days from the date that the Contractor receives Notice.

E. Statutory and Regulatory Compliance.

1. Health Insurance Portability and Accountability Act of 1996.

(a) If the Contactor is a Business Associate under the requirements of the Health Insurance Portability and

Accountability Act of 1996 (“HIPAA”), as noted in this Contract, the Contractor must comply with all terms and conditions of this Section of the Contract. If the Contractor is not a Business Associate under HIPAA, this Section of the Contract does not apply to the Contractor for this Contract.

(b) The Contractor is required to safeguard the use, publication and disclosure of information on all applicants for,

and all clients who receive, services under the Contract in accordance with all applicable federal and state law regarding confidentiality, which includes but is not limited to HIPAA, more specifically with the Privacy and Security Rules at 45 C.F.R. Part 160 and Part 164, subparts A, C, and E; and

(c) The State of Connecticut Agency named on page 1 of this Contract (“Agency”) is a “covered entity” as that

term is defined in 45 C.F.R. § 160.103; and (d) The Contractor is a “business associate” of the Agency, as that term is defined in 45 C.F.R. § 160.103; and (e) The Contractor and the Agency agree to the following in order to secure compliance with the HIPAA, the

requirements of Subtitle D of the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), (Pub. L. 111-5, §§ 13400 to 13423)1, and more specifically with the Privacy and Security Rules at 45 C.F.R. Part 160 and Part 164, subparts A, C, D and E (collectively referred to herein as the “HIPAA Standards”).

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(f) Definitions

(1) “Breach” shall have the same meaning as the term is defined in section 45 C.F.R. 164.402 and shall also include an use or disclosure of PHI that violates the HIPAA Standards.

(2) “Business Associate” shall mean the Contractor.

(3) “Covered Entity” shall mean the Agency of the State of Connecticut named on page 1 of this Contract.

(4) “Designated Record Set” shall have the same meaning as the term “designated record set” in 45 C.F.R.

§ 164.501. (5) “Electronic Health Record” shall have the same meaning as the term is defined in section 13400 of the

HITECH Act (42 U.S.C. §17921(5). (6) “Individual” shall have the same meaning as the term “individual”’ in 45 C.F.R. § 160.103 and shall

include a person who qualifies as a personal representative as defined in 45 C.F.R. § 164.502(g). (7) “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45

C.F.R. part 160 and part 164, subparts A and E. (8) “Protected Health Information” or “PHI” shall have the same meaning as the term “protected health

information” in 45 C.F.R. § 160.103, and includes electronic PHI, as defined in 45 C.F.R. 160.103, limited to information created, maintained, transmitted or received by the Business Associate from or on behalf of the Covered Entity or from another Business Associate of the Covered Entity.

(9) “Required by Law”’ shall have the same meaning as the term “required by law” in 45 C.F.R. § 164.103. (10) “Secretary” shall mean the Secretary of the Department of Health and Human Services or his designee. (11) “More stringent” shall have the same meaning as the term “more stringent” in 45 C.F.R. § 160.202. (12) “This Section of the Contract” refers to the HIPAA Provisions stated herein, in their entirety. (13) “Security Incident” shall have the same meaning as the term “security incident” in 45 C.F.R. § 164.304. (14) “Security Rule” shall mean the Security Standards for the Protection of Electronic Protected Health

Information at 45 C.F.R. part 160 and part 164, subpart A and C. (15) “Unsecured protected health information” shall have the same meaning as the term as defined in 45

C.F.R. 164.402.

(g) Obligations and Activities of Business Associates.

(1) Business Associate agrees not to use or disclose PHI other than as permitted or required by this Section of the Contract or as Required by Law.

(2) Business Associate agrees to use and maintain appropriate safeguards and comply with applicable

HIPAA Standards with respect to all PHI and to prevent use or disclosure of PHI other than as provided for in this Section of the Contract and in accordance with HIPAA standards.

(3) Business Associate agrees to use administrative, physical and technical safeguards that reasonably and

appropriately protect the confidentiality, integrity, and availability of electronic protected health information that it creates, receives, maintains, or transmits on behalf of the Covered Entity.

(4) Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to the

Business Associate of a use or disclosure of PHI by Business Associate in violation of this Section of the Contract.

(5) Business Associate agrees to report to Covered Entity any use or disclosure of PHI not provided for by

this Section of the Contract or any security incident of which it becomes aware.

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(6) Business Associate agrees, in accordance with 45 C.F.R. 502(e)(1)(ii) and 164.308(d)(2), if applicable, to ensure that any subcontractors that create, receive, maintain or transmit protected health information on behalf of the business associate, agree to the same restrictions, conditions, and requirements that apply to the business associate with respect to such information;.

(7) Business Associate agrees to provide access (including inspection, obtaining a copy or both), at the

request of the Covered Entity, and in the time and manner designated by the Covered Entity, , to PHI in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 C.F.R. § 164.524. Business Associate shall not charge any fees greater than the lesser of the amount charged by the Covered Entity to an Individual for such records; the amount permitted by state law; or the Business Associate’s actual cost of postage, labor and supplies for complying with the request.

(8) Business Associate agrees to make any amendments to PHI in a Designated Record Set that the Covered

Entity directs or agrees to pursuant to 45 C.F.R. § 164.526 at the request of the Covered Entity, and in the time and manner designated by the Covered Entity.

(9) Business Associate agrees to make internal practices, books, and records, including policies and

procedures and PHI, relating to the use and disclosure of PHI received from, or created, maintained, transmitted or received by, Business Associate on behalf of Covered Entity, available to Covered Entity or to the Secretary in a time and manner agreed to by the parties or designated by the Secretary, for purposes of the Secretary investigating or determining Covered Entity’s compliance with the HIPAA Standards..

(10) Business Associate agrees to document such disclosures of PHI and information related to such

disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528 and section 13405 of the HITECH Act (42 U.S.C. § 17935) and any regulations promulgated thereunder.

(11) Business Associate agrees to provide to Covered Entity, in a time and manner designated by the Covered

Entity, information collected in accordance with subsection (g)(10) of this Section of the Contract, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528 and section 13405 of the HITECH Act (42 U.S.C. § 17935) and any regulations promulgated thereunder. Business Associate agrees at the Covered Entity’s direction to provide an accounting of disclosures of PHI directly to an individual in accordance with 45 C.F.R. § 164.528 and section 13405 of the HITECH Act (42 U.S.C. § 17935) and any regulations promulgated thereunder.

(12) Business Associate agrees to comply with any state or federal law that is more stringent than the Privacy

Rule. (13) Business Associate agrees to comply with the requirements of the HITECH Act relating to privacy and

security that are applicable to the Covered Entity and with the requirements of 45 C.F.R. §§ 164.504(e), 164.308, 164.310, 164.312, and 164.316.

(14) In the event that an individual requests that the Business Associate

(A) restrict disclosures of PHI; (B) provide an accounting of disclosures of the individual’s PHI; (C) provide a copy of the individual’s PHI in an electronic health record; or (D) amend PHI in the individual’s designated record set,

the Business Associate agrees to notify the Covered Entity, in writing, within five business days of the request.

(15) Business Associate agrees that it shall not, and shall ensure that its subcontractors do not, directly or

indirectly, receive any remuneration in exchange for PHI of an Individual without

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(A) the written approval of the covered entity, unless receipt of remuneration in exchange for PHI is expressly authorized by this Contract and

(B) the valid authorization of the individual, except for the purposes provided under section

13405(d)(2) of the HITECH Act, (42 U.S.C. § 17935(d)(2)) and in any accompanying regulations

(16) Obligations in the Event of a Breach.

(A) The Business Associate agrees that, following the discovery by the Business Associate or by a subcontractor of the Business Associate of any use or disclosure not provided for by this section of the Contract, any breach of unsecured protected health information, or any Security Incident, it shall notify the Covered Entity of such breach in accordance with Subpart D of Part 164 of Title 45 of the Code of Federal Regulations and this Section of the Contract.

(B) Such notification shall be provided by the Business Associate to the Covered Entity without

unreasonable delay, and in no case later than 30 days after the breach is discovered by the Business Associate, or a subcontractor of the Business Associate, except as otherwise instructed in writing by a law enforcement official pursuant to 45 C.F.R. 164.412. . A breach is considered discovered as of the first day on which it is, or reasonably should have been, known to the Business Associate or its subcontractor. The notification shall include the identification and last known address, phone number and email address of each individual (or the next of kin of the individual if the individual is deceased) whose unsecured protected health information has been, or is reasonably believed by the Business Associate to have been, accessed, acquired, or disclosed during such breach.

(C) The Business Associate agrees to include in the notification to the Covered Entity at least the

following information:

1. A description of what happened, including the date of the breach; the date of the discovery of the breach; the unauthorized person, if known, who used the PHI or to whom it was disclosed; and whether the PHI was actually acquired or viewed.

2. A description of the types of unsecured protected health information that were involved in

the breach (such as full name, Social Security number, date of birth, home address, account number, or disability code).

3. The steps the Business Associate recommends that Individual(s) take to protect themselves

from potential harm resulting from the breach. 4. A detailed description of what the Business Associate is doing or has done to investigate

the breach, to mitigate losses, and to protect against any further breaches. 5. Whether a law enforcement official has advised the Business Associate, either verbally or

in writing, that he or she has determined that notification or notice to Individuals or the posting required under 45 C.F.R. 164.412 would impede a criminal investigation or cause damage to national security and; if so, contact information for said official.

(D) If directed by the Covered Entity, the Business Associate agrees to conduct a risk assessment using

at least the information in subparagraphs 1 to 4, inclusive of (g) (16) (C) of this Section and determine whether, in its opinion, there is a low probability that the PHI has been compromised. Such recommendation shall be transmitted to the Covered Entity within 20 business days of the Business Associate’s notification to the Covered Entity.

(E) If the Covered Entity determines that there has been a breach, as defined in 45 C.F.R. 164.402,

by the Business Associate or a subcontractor of the Business Associate, the Business Associate, if directed by the Covered Entity, shall provide all notifications required by 45 C.F.R. 164.404 and 45 C.F.R. 164.406.

(F) Business Associate agrees to provide appropriate staffing and have established procedures to ensure that individuals informed of a breach have the opportunity to ask questions and contact the Business Associate for additional information regarding the breach. Such procedures shall

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include a toll-free telephone number, an e-mail address, a posting on its Web site and a postal address. Business Associate agrees to include in the notification of a breach by the Business Associate to the Covered Entity, a written description of the procedures that have been established to meet these requirements. Costs of such contact procedures will be borne by the Contractor.

(G) Business Associate agrees that, in the event of a breach, it has the burden to demonstrate that it

has complied with all notifications requirements set forth above, including evidence demonstrating the necessity of a delay in notification to the Covered Entity.

(h) Permitted Uses and Disclosure by Business Associate.

(1) General Use and Disclosure Provisions Except as otherwise limited in this Section of the Contract,

Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in this Contract, provided that such use or disclosure would not violate the HIPAA Standards if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity.

(2) Specific Use and Disclosure Provisions

(A) Except as otherwise limited in this Section of the Contract, Business Associate may use PHI for

the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate.

(B) Except as otherwise limited in this Section of the Contract, Business Associate may disclose PHI

for the proper management and administration of Business Associate, provided that disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

(C) Except as otherwise limited in this Section of the Contract, Business Associate may use PHI to

provide Data Aggregation services to Covered Entity as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).

(i) Obligations of Covered Entity.

(1) Covered Entity shall notify Business Associate of any limitations in its notice of privacy practices of

Covered Entity, in accordance with 45 C.F.R. § 164.520, or to the extent that such limitation may affect Business Associate’s use or disclosure of PHI.

(2) Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by

Individual(s) to use or disclose PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI.

(3) Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that

Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.

(j) Permissible Requests by Covered Entity. Covered Entity shall not request Business Associate to use or disclose

PHI in any manner that would not be permissible under the HIPAA Standards if done by the Covered Entity, except that Business Associate may use and disclose PHI for data aggregation, and management and administrative activities of Business Associate, as permitted under this Section of the Contract.

(k) Term and Termination.

(1) Term. The Term of this Section of the Contract shall be effective as of the date the Contract is effective

and shall terminate when the information collected in accordance with provision (g)(10) of this Section of the Contract is provided to the Covered Entity and all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is

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destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions in this Section.

(2) Termination for Cause Upon Covered Entity’s knowledge of a material breach by Business Associate,

Covered Entity shall either:

(A) Provide an opportunity for Business Associate to cure the breach or end the violation and terminate the Contract if Business Associate does not cure the breach or end the violation within the time specified by the Covered Entity; or

(B) Immediately terminate the Contract if Business Associate has breached a material term of this

Section of the Contract and cure is not possible; or (C) If neither termination nor cure is feasible, Covered Entity shall report the violation to the

Secretary.

(3) Effect of Termination.

(A) Except as provided in (k)(2) of this Section of the Contract, upon termination of this Contract, for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity. Business Associate shall also provide the information collected in accordance with section (g)(10) of this Section of the Contract to the Covered Entity within ten business days of the notice of termination. This section shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the PHI.

(B) In the event that Business Associate determines that returning or destroying the PHI is infeasible,

Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon documentation by Business Associate that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Section of the Contract to such PHI and limit further uses and disclosures of PHI to those purposes that make return or destruction infeasible, for as long as Business Associate maintains such PHI. Infeasibility of the return or destruction of PHI includes, but is not limited to, requirements under state or federal law that the Business Associate maintains or preserves the PHI or copies thereof.

(l) Miscellaneous Sections.

(1) Regulatory References. A reference in this Section of the Contract to a section in the Privacy Rule means

the section as in effect or as amended. (2) Amendment. The Parties agree to take such action as in necessary to amend this Section of the Contract

from time to time as is necessary for Covered Entity to comply with requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191.

(3) Survival. The respective rights and obligations of Business Associate shall survive the termination of this

Contract. (4) Effect on Contract. Except as specifically required to implement the purposes of this Section of the

Contract, all other terms of the Contract shall remain in force and effect. (5) Construction. This Section of the Contract shall be construed as broadly as necessary to implement and

comply with the Privacy Standard. Any ambiguity in this Section of the Contract shall be resolved in favor of a meaning that complies, and is consistent with, the Privacy Standard.

(6) Disclaimer. Covered Entity makes no warranty or representation that compliance with this Section of the

Contract will be adequate or satisfactory for Business Associate’s own purposes. Covered Entity shall not be liable to Business Associate for any claim, civil or criminal penalty, loss or damage related to or arising from the unauthorized use or disclosure of PHI by Business Associate or any of its officers, directors, employees, contractors or agents, or any third party to whom Business Associate has disclosed PHI contrary to the sections of this Contract or applicable law. Business Associate is solely responsible for all decisions made, and actions taken, by Business Associate regarding the safeguarding, use and disclosure of PHI within its possession, custody or control.

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(7) Indemnification. The Business Associate shall indemnify and hold the Covered Entity harmless from

and against any and all claims, liabilities, judgments, fines, assessments, penalties, awards and any statutory damages that may be imposed or assessed pursuant to HIPAA, as amended or the HITECH Act, including, without limitation, attorney’s fees, expert witness fees, costs of investigation, litigation or dispute resolution, and costs awarded thereunder, relating to or arising out of any violation by the Business Associate and its agents, including subcontractors, of any obligation of Business Associate and its agents, including subcontractors, under this section of the contract, under HIPAA, the HITECH Act, and the HIPAA Standards.

2. Americans with Disabilities Act. The Contractor shall be and remain in compliance with the Americans with Disabilities Act of 1990 (http://www.ada.gov/) as amended from time to time (“Act”) to the extent applicable, during the term of the Contract. The Agency may cancel or terminate this Contract if the Contractor fails to comply with the Act. The Contractor represents that it is familiar with the terms of this Act and that it is in compliance with the law. The Contractor warrants that it shall hold the State harmless from any liability which may be imposed upon the state as a result of any failure of the Contractor to be in compliance with this Act. As applicable, the Contractor shall comply with section 504 of the Federal Rehabilitation Act of 1973, as amended from time to time, 29 U.S.C. § 794 (Supp. 1993), regarding access to programs and facilities by people with disabilities.

3. Utilization of Minority Business Enterprises. The Contractor shall perform under this Contract in accordance with 45 C.F.R. Part 74; and, as applicable, C.G.S. §§ 4a-60 to 4a-60a and 4a-60g to carry out this policy in the award of any subcontracts.

4. Priority Hiring. Subject to the Contractor’s exclusive right to determine the qualifications for all employment positions, the Contractor shall give priority to hiring welfare recipients who are subject to time-limited welfare and must find employment. The Contractor and the Agency shall work cooperatively to determine the number and types of positions to which this Section shall apply.

5. Non-discrimination.

(a) For purposes of this Section, the following terms are defined as follows:

(1) "Commission" means the Commission on Human Rights and Opportunities;

(2) "Contract" and “contract” include any extension or modification of the Contract or contract;

(3) "Contractor" and “contractor” include any successors or assigns of the Contractor or contractor;

(4) "Gender identity or expression" means a person's gender-related identity, appearance or behavior, whether or not that gender-related identity, appearance or behavior is different from that traditionally associated with the person's physiology or assigned sex at birth, which gender-related identity can be shown by providing evidence including, but not limited to, medical history, care or treatment of the gender-related identity, consistent and uniform assertion of the gender-related identity or any other evidence that the gender-related identity is sincerely held, part of a person's core identity or not being asserted for an improper purpose.

(5) “good faith" means that degree of diligence which a reasonable person would exercise in the performance of legal duties and obligations;

(6) "good faith efforts" shall include, but not be limited to, those reasonable initial efforts necessary to comply with statutory or regulatory requirements and additional or substituted efforts when it is determined that such initial efforts will not be sufficient to comply with such requirements;

(7) "marital status" means being single, married as recognized by the State of Connecticut, widowed, separated or divorced;

(8) "mental disability" means one or more mental disorders, as defined in the most recent edition of the American Psychiatric Association's "Diagnostic and Statistical Manual of Mental Disorders", or a record of or regarding a person as having one or more such disorders;

(9) "minority business enterprise" means any small contractor or supplier of materials fifty-one percent or more of the capital stock, if any, or assets of which is owned by a person or persons: (1) who are active in the daily affairs of the enterprise, (2) who have the power to direct the management and policies of the enterprise, and (3) who are members of a minority, as such term is defined in subsection (a) of Connecticut General Statutes § 32-9n; and

(10) "public works contract" means any agreement between any individual, firm or corporation and the State or any political subdivision of the State other than a municipality for construction, rehabilitation, conversion, extension, demolition or repair of a public building, highway or other changes or

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improvements in real property, or which is financed in whole or in part by the State, including, but not limited to, matching expenditures, grants, loans, insurance or guarantees.

For purposes of this Section, the terms "Contract" and “contract” do not include a contract where each contractor is (1) a political subdivision of the state, including, but not limited to, a municipality, (2) a quasi-public agency, as defined in Conn. Gen. Stat. Section 1-120, (3) any other state, including but not limited to any federally recognized Indian tribal governments, as defined in Conn. Gen. Stat. Section 1-267, (4) the federal government, (5) a foreign government, or (6) an agency of a subdivision, agency, state or government described in the immediately preceding enumerated items (1), (2), (3), (4) or (5).

(b)

(1) The Contractor agrees and warrants that in the performance of the Contract such Contractor will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, mental retardation, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by such Contractor that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of the State of Connecticut; and the Contractor further agrees to take affirmative action to insure that applicants with job-related qualifications are employed and that employees are treated when employed without regard to their race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, mental retardation, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by the Contractor that such disability prevents performance of the work involved;

(2) the Contractor agrees, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, to state that it is an "affirmative action-equal opportunity employer" in accordance with regulations adopted by the Commission;

(3) the Contractor agrees to provide each labor union or representative of workers with which the Contractor has a collective bargaining Agreement or other contract or understanding and each vendor with which the Contractor has a contract or understanding, a notice to be provided by the Commission, advising the labor union or workers’ representative of the Contractor's commitments under this section and to post copies of the notice in conspicuous places available to employees and applicants for employment;

(4) the Contractor agrees to comply with each provision of this Section and Connecticut General Statutes §§ 46a-68e and 46a-68f and with each regulation or relevant order issued by said Commission pursuant to Connecticut General Statutes §§ 46a-56, 46a-68e and 46a-68f; and

(5) the Contractor agrees to provide the Commission on Human Rights and Opportunities with such information requested by the Commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of the Contractor as relate to the provisions of this Section and Connecticut General Statutes § 46a-56. If the contract is a public works contract, the Contractor agrees and warrants that he will make good faith efforts to employ minority business enterprises as subcontractors and suppliers of materials on such public works projects.

(c) Determination of the Contractor's good faith efforts shall include, but shall not be limited to, the following

factors: The Contractor's employment and subcontracting policies, patterns and practices; affirmative advertising, recruitment and training; technical assistance activities and such other reasonable activities or efforts as the Commission may prescribe that are designed to ensure the participation of minority business enterprises in public works projects.

(d) The Contractor shall develop and maintain adequate documentation, in a manner prescribed by the Commission,

of its good faith efforts. (e) The Contractor shall include the provisions of subsection (b) of this Section in every subcontract or purchase

order entered into in order to fulfill any obligation of a contract with the State and such provisions shall be binding on a subcontractor, vendor or manufacturer unless exempted by regulations or orders of the Commission. The Contractor shall take such action with respect to any such subcontract or purchase order as the Commission may direct as a means of enforcing such provisions including sanctions for noncompliance in accordance with Connecticut General Statutes §46a-56; provided if such Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Commission, the

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Contractor may request the State of Connecticut to enter into any such litigation or negotiation prior thereto to protect the interests of the State and the State may so enter.

(f) The Contractor agrees to comply with the regulations referred to in this Section as they exist on the date of this

Contract and as they may be adopted or amended from time to time during the term of this Contract and any amendments thereto.

(g)

(1) The Contractor agrees and warrants that in the performance of the Contract such Contractor will not discriminate or permit discrimination against any person or group of persons on the grounds of sexual orientation, in any manner prohibited by the laws of the United States or the State of Connecticut, and that employees are treated when employed without regard to their sexual orientation;

(2) the Contractor agrees to provide each labor union or representative of workers with which such Contractor has a collective bargaining Agreement or other contract or understanding and each vendor with which such Contractor has a contract or understanding, a notice to be provided by the Commission on Human Rights and Opportunities advising the labor union or workers' representative of the Contractor's commitments under this section, and to post copies of the notice in conspicuous places available to employees and applicants for employment;

(3) the Contractor agrees to comply with each provision of this section and with each regulation or relevant order issued by said Commission pursuant to Connecticut General Statutes § 46a-56; and

(4) the Contractor agrees to provide the Commission on Human Rights and Opportunities with such information requested by the Commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of the Contractor which relate to the provisions of this Section and Connecticut General Statutes § 46a-56.

(h) The Contractor shall include the provisions of the foregoing paragraph in every subcontract or purchase order

entered into in order to fulfill any obligation of a contract with the State and such provisions shall be binding on a subcontractor, vendor or manufacturer unless exempted by regulations or orders of the Commission. The Contractor shall take such action with respect to any such subcontract or purchase order as the Commission may direct as a means of enforcing such provisions including sanctions for noncompliance in accordance with Connecticut General Statutes § 46a-56; provided, if such Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Commission, the Contractor may request the State of Connecticut to enter into any such litigation or negotiation prior thereto to protect the interests of the State and the State may so enter.

6. Freedom of Information.

(a) Contractor acknowledges that the Agency must comply with the Freedom of Information Act, C.G.S. §§ 1-200 et seq. (“FOIA”) which requires the disclosure of documents in the possession of the State upon request of any citizen, unless the content of the document falls within certain categories of exemption, as defined by C.G.S. § 1-210(b).

(b) Governmental Function. In accordance with C.G.S. § 1-218, if the amount of this Contract exceeds two million five hundred thousand dollars ($2,500,000), and the Contractor is a “person” performing a “governmental function”, as those terms are defined in C.G.S. §§ 1-200(4) and (11), the Agency is entitled to receive a copy of the Records and files related to the Contractor’s performance of the governmental function, which may be disclosed by the Agency pursuant to the FOIA.

7. Whistleblowing. This Contract is subject to C.G.S. § 4-61dd if the amount of this Contract is a “large state

contract” as that term is defined in C.G.S. § 4-61dd(h). In accordance with this statute, if an officer, employee or appointing authority of the Contractor takes or threatens to take any personnel action against any employee of the Contractor in retaliation for such employee’s disclosure of information to any employee of the Contracting state or quasi-public agency or the Auditors of Public Accounts or the Attorney General under subsection (a) of such statute, the Contractor shall be liable for a civil penalty of not more than five thousand dollars ($5,000) for each offense, up to a maximum of twenty per cent (20%) of the value of this Contract. Each violation shall be a separate and distinct offense and in the case of a continuing violation, each calendar day’s continuance of the violation shall be deemed to be a separate and distinct offense. The State may request that the Attorney General bring a civil action in the Superior Court for the Judicial District of Hartford to seek imposition and recovery of such civil penalty. In accordance with subsection (f) of such statute, each large state Contractor, as defined in the statute, shall post a notice of the relevant sections of the statute relating to large state Contractors in a conspicuous place which is readily available for viewing by the employees of the Contractor.

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8. Executive Orders. This Contract is subject to Executive Order No. 3 of Governor Thomas J. Meskill,

promulgated June 16, 1971, concerning labor employment practices; Executive Order No. 17 of Governor Thomas J. Meskill, promulgated February 15, 1973, concerning the listing of employment openings; Executive Order No. 16 of Governor John G. Rowland, promulgated August 4, 1999, concerning violence in the workplace. This Contract may also be subject to Executive Order 7C of Governor M. Jodi Rell, promulgated July 13, 2006, concerning contracting reforms and Executive Order 14 of Governor M. Jodi Rell, promulgated April 17, 2006, concerning procurement of cleaning products and services, in accordance with their respective terms and conditions. All of these Executive orders are incorporated into and made a part of the Contract as if they had been fully set forth in it. At the Contractor’s request, the Agency shall provide a copy of these Orders to the Contractor.

9. Campaign Contribution Restrictions. For all State contracts as defined in C.G.S. § 9-612(g) the authorized

signatory to this Contract expressly acknowledges receipt of the State Elections Enforcement Commission’s (“SEEC”) notice advising state contractors of state campaign contribution and solicitation prohibitions, and will inform its principals of the contents of the notice. See SEEC Form 10 reproduced below: http://www.ct.gov/seec/lib/seec/forms/contractor_reporting_/seec_form_10_final.pdf

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NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

Contract # 15OEC8301GW / 116DKH-CTF-04

1/1/2015 – 6/30/2020 This Non-Disclosure and Confidentiality Agreement, entered into by and between Connecticut Office of Early Childhood, hereinafter the “Department” or “OEC”, located at 165 Capitol Avenue, Hartford, CT 06106 and the Day Kimball Healthcare, Inc., hereinafter the “Contractor”, located at 320 Pomfret Street, Putnam, CT 06260, on behalf of itself and all of its present and future affiliates and subsidiaries. WHEREAS, the Department and the Contractor have entered into an agreement 15OEC8301GW / 116DKH-CTF-04 wherein the Contractor provides services related to the Contractor’s Nurturing Families Network (hereinafter “FSS NFN”) Program administered by the Department (hereinafter referred to as the “FSS NFN Agreement”); and WHEREAS, the Department administers and maintains the Children’s Trust Fund Data System (hereinafter “CTFDS”) which, among other things, contains personal and financial information of eligible recipients of benefits and services administered by the Department; and WHEREAS, the Contractor’s ability to perform services under the FSS NFN Agreement will be enhanced by their ability to access certain Confidential Information from CTFDS; and

WHEREAS, the Department desires to grant CTFDS access to a limited number of the Contractor’s staff so long as the Contractor agrees to and protects the confidentiality of such information. NOW, THEREFORE, in consideration of the Department providing the Contractor access to such Confidential Information for the sole purpose of fulfilling its obligations under the FSS NFN Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Contractor and the Department hereby agree as follows:

1. This Non-Disclosure and Confidentiality Agreement shall become effective upon the execution of both parties or upon the date that the FSS NFN Agreement is fully executed and approved by the Office of the Attorney General, whichever is later.

2. The Department shall provide, at no cost to the Contractor, access to CTFDS and the tools necessary for the Contractor

to access CTFDS including but not necessarily limited to the necessary software, confidential passwords and training, for the sole purpose of the performance of Contractor’s duties under the FSS NFN Agreement.

3. The Department and the Contractor agree to provide a designated CTFDS contact person to facilitate smooth and

accurate communication pertaining to system access, performance and training issues. 4. The Contractor and its officers, directors, agents employees, consultants, independent contractors, and representatives

will not, except as needed in the normal and proper course related to fulfilling its obligation under the FSS NFN Agreement, directly or indirectly disclose or use, or enable anyone else to disclose or use, either during the term of the FSS NFN Agreement or any time thereafter, any Confidential Information obtained from their access to CTFDS without the prior written approval of OEC.

5. The Contractor agrees to maintain and implement any and all Department requirements regarding the confidentiality of

client information, pursuant to Connecticut General Statutes §17b-90. 6. “Confidential Information” shall include but not be limited to personal and or financial information of eligible recipients

of benefits and services administered and/or provided by the Department. Confidential information shall also include any and all such information that the Department provides or grants access to the Contractor or any of its affiliates, officers, directors, agents, employees, consultants, independent contractors, or representatives.

7. The Contractor agrees that all documents of any nature obtained through CTFDS or directly from the Department or its

designees, are and shall remain the property of the Department. All such documents and all copies of such documents, including electronic copies, shall be surrendered to the Department at the termination of the FSS NFN Agreement or at the Department’s request whichever is earlier. The Contractor agrees that upon request of the Department it will promptly destroy all written, electronic or tangible documents received by it pursuant hereto without retaining copies thereof and will provide to the Department a certificate as to the return or destruction of such documents.